EXHIBIT 10.45


                        TERMINATION AND RELEASE AGREEMENT


     This  Agreement is made as of December 27, 1995, by and among  MICROLYTICS,
INC.,   a   Delaware   corporation   formerly   known  as   Selectronics,   Inc.
("Selectronics"),  MICROLYTICS  TECHNOLOGY COMPANY, INC., a New York corporation
formerly  known  as   Microlytics,   Inc.  and  a  wholly-owned   subsidiary  of
Selectronics,  ("Microlytics"), EDMARK, INC., a Delaware corporation ("Edmark"),
and CONWAY NEW YORK INC., a Delaware  corporation and a wholly-owned  subsidiary
of Edmark ("Conway').


                               W I T N E S S E T H


     WHEREAS, Selectronics, a general partner in EuroTronics Company, a New York
general partnership (the "Company"),  transferred all of its interest, including
its general partnership  interest, in the Company to Conway in consideration for
a purchase price of $3,125,000 (the "Purchase  Price") pursuant to the terms and
subject to the conditions of that certain Partnership Purchase Agreement,  dated
as of July 8,  1994  (the  "Purchase  Agreement"),  by and  among  Selectronics,
Conway,  Edmark and Euro Direct Marketing,  Inc., a Delaware corporation and the
parent company of Edmark ("Euro Direct"), and as a result Edmark and Conway have
become the sole general partners in the Company (the "Transfer");

     WHEREAS,  Strafor Facom S.A., a French  societe  anonyme  ("Strafor"),  has
guaranteed  to  Selectronics  the prompt  payment when due of  $2,125,000 of the
Purchase  Price  pursuant to a Guaranty,  dated as of July 8, 1994,  executed by
Strafor for the benefit of Selectronics (the "Guaranty");

     WHEREAS,  Conway has paid  Selectronics  to date $2,000,000 of the Purchase
Price pursuant to Section 3 of the Purchase  Agreement,  and Conway is obligated
to pay  SelecTronics  the remaining  balance on the Purchase Price  amounting to
$1,125,000 pursuant to Section 3 of the Purchase Agreement;

     WHEREAS,  in connection  with the Transfer,  Microlytics and Edmark entered
into a  Modification  Agreement,  dated  July 8,  1994,  to  modify,  amend  and
supplement that certain license agreement by and among  Microlytics,  Edmark and
the Company so as, among other things,  to change the basis upon which royalties
shall be computed (the "Modification Agreement");

     WHEREAS,  Section 2.4 of the  Modification  Agreement  provides for payment
under certain  circumstances by Edmark to Microlytics of Minimum Royalty Payment
(as defined in the Modification Agreement) for each of the calendar years, 1995,
1996, and 1997;

     WHEREAS,  Conway, together with the Company and Edmark, desires to pay, and
Selectronics  desires  to accept,  $831,965  in full  payment  of the  remaining
balance on the Purchase Price and in full  satisfaction  of Conway's  obligation
under  the  Purchase  Agreement  with  respect  to the  Purchase  Price,  and in
connection  therewith (i) Selectronics desires to release all of the obligations
of Strafor under the Guaranty;  (ii)  Microlytics  desires to waive its right to
receive any Minimum  Royalty  Payment  for each of the  calendar  years 1996 and
1997,  and  Edmark  desires  to accept  such a  waiver;  and  (iii)  Edmark  and
Microlytics  desire to modify the terms and  conditions  respecting  the Minimum
Royalty Payment for the 1995 calendar year as set forth herein;

     NOW, THEREFORE,  in consideration of the foregoing,  and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the parties hereto,  intending to become legally bound,  agree as
follows:



<PAGE>


                                    SECTION 1

                                     PAYMENT


     1.1 Final  Payment.  On or before  December 29, 1995,  Conway shall pay, or
cause to be paid,  to  Selectronics  $831,965 by wire transfer to a bank account
previously  designated  in  writing  by  Selectronics  in  full  payment  of the
remaining  balance on the  Purchase  Price,  in full  satisfaction  of  Conway's
obligation under the Purchase  Agreement with respect to the Purchase Price, and
in full and final settlement of all claims of whatever nature which Selectronics
may have against Conway, Euro Direct, Edmark,  Strafor and the Company,  jointly
and severally, arising out of the Purchase Agreement (the "Final Payment").



                                    SECTION 2

                               RELEASE OF GUARANTY


     2.1  Release.  Effective  upon the  occurrence  of the Final  Payment,  all
obligations   of  the   Guarantor   under  the  Guaranty   shall  be  fully  and
unconditionally released.



                                    SECTION 3

                                     WAIVER


     3.1 Minimum Royalty Payment.  Microlytics  irrevocably waives all rights to
receive any Minimum  Royalty  Payment  for each of the  calendar  years 1996 and
1997,  and Edmark  accepts  such a waiver.  Notwithstanding  Section  2.4 of the
Modification  Agreement to the  contrary,  if the total amount of all  royalties
actually  received by  Microlytics  pursuant to Section 2.2 of the  Modification
Agreement  in  respect of the  calendar  year 1995 is less than  $180,000,  then
Edmark shall be obligated to pay, within 45 days following the end of such year,
to  Microlytics  a  Minimum  Royalty  Payment  equal to the  difference  between
$180,000 and such royalties.

     Except as expressly  modified pursuant to this Section 3.1, all other terms
and  conditions  of the  Modification  Agreement  shall be the same as  provided
therein, and the Modification Agreement, as amended hereby, shall remain in full
force and effect.



                                    SECTION 4

                                  MISCELLANEOUS


     4.1  Successors.  This Agreement shall be binding upon each of Selectronics
and Microlytics and their respective  successors in title and shall inure to the
benefit of each of Conway and Edmark and their respective successors in title.

     4.2 Counterparts.  This Agreement may be executed in several  counterparts,
each of which shall be deemed an original,  but such counterparts shall together
constitute but one and the same agreement.


<PAGE>


     4.3 Governing  Law. This  Agreement  shall be governed by and construed and
interpreted in accordance with the law of the State of New York.

     4.4 Signatures.  A signature affixed to a counterpart of this Agreement and
delivered by facsimile by or on behalf of any person or entity is intended to be
its signature and shall be valid, binding and enforceable against such person or
entity.

     4.5  Headings.  Titles and  headings to sections  hereof are  inserted  for
convenience of reference only and are not intended to be a part of, or to affect
the meaning or interpretation of, this Agreement.


     IN WITNESS WHEREOF,  each of the parties hereto has executed this Agreement
on the date first above written.


                                       MICROLYTICS, INC.


                                       By: /s/ Roy W. Haythorn
                                           ------------------------------------
                                           Name: Roy W. Haythorn
                                           Title: Chairman of the Board, 
                                                  President and Chief Executive 
                                                  Officer



                                       MICROLYTICS TECHNOLOGY
                                       COMPANY, INC.


                                       By: /s/ Roy W. Haythorn
                                           ------------------------------------
                                           Name: Roy W. Haythorn
                                           Title: Chairman of the Board, 
                                                  President and Chief Executive 
                                                  Officer


                                       EDMARK, INC.


                                       By: /s/ Michel Benarrosh
                                           ------------------------------------
                                           Name: Michel Benarrosh
                                           Title: President


                                       CONWAY NEW YORK, INC.


                                       By: /s/ Michel Benarrosh
                                           ------------------------------------
                                            Name: Michel Benarrosh
                                            Title: